10 Amendments of Neena GILL related to 2018/0165(COD)
Amendment 29 #
Proposal for a regulation
Recital 3
Recital 3
(3) It has however been noted that issuers admitted to trading on an SME growth market benefit from relatively few regulatory alleviations compared to issuers admitted to trading on MTFs or regulated markets. Most of the obligations set out in Regulation (EU) No 596/2014 European Parliament and of the Council25 apply in the same manner to all issuers, irrespective of their size or the trading venue where their financial instruments are admitted to trading. That low level of differentiation between SME growth markets and MTF issuers acts as a disincentive for MTFs to seek a registration as an SME growth market, which is illustrated by the low uptake of the SME growth market status to date. It is therefore necessary to introduce additional proportionate alleviations to adequately foster the use of SME growth markets. _________________ 25 Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ L 173, 12.6.2014, p. 1).
Amendment 31 #
Proposal for a regulation
Recital 4
Recital 4
(4) The attractiveness of SME growth markets should be reinforced by further reducing the compliance costs and administrative burdens faced by SME growth market issuers whilst at the same time ensuring that investors protection rules should not be lowered . In this respect, SME growth markets should ensure fair prices and transparency around conflict of interests. To maintain the highest standards of compliance on regulated markets, the alleviations provided for in this Regulation should be limited to companies listed on SME growth markets, irrespective of the fact that not all SMEs are listed on SME growth markets and not all companies listed on SME growth markets are SMEs. Pursuant to Directive 2014/65/EU, up to 50% of non- SMEs can be admitted to trading on SME growth markets to maintain the profitability of the SME growth markets’ business model through, inter alia, liquidity in non-SMEs securities. In view of the risks involved in applyingTo avoid a different sets of rules applied to issuers listed on the same category of venue, namely SME growth markets, the changes set out in this Regulation should not be limited to SME issuers only. For the sake of consistency for issuers and clarity for investors, the alleviation of compliance costs and administrative burdens should but should be applyied to all issuers on SME growth markets, irrespective of their market capitalisation. Applying the same set of rules to issuers also ensures that companies are not penalised because they are growing and are no longer SMEs.
Amendment 34 #
Proposal for a regulation
Recital 4 a (new)
Recital 4 a (new)
(4a) small and medium-sized enterprises’ or ‘SMEs’ means any of the following: (i)companies, which, according to their last annual or consolidated accounts, meet at least two of the following three criteria: an average number of employees during the financial year of less than 250, a total balance sheet not exceeding EUR 43 000 000 and an annual net turnover not exceeding EUR 50 000 000;
Amendment 36 #
Proposal for a regulation
Recital 5
Recital 5
(5) According to Article 11 of Regulation (EU) No 596/2014, a market sounding comprises the communication of information, prior to the announcement of a transaction, in order to gauge the interest of potential investors in a possible transaction and the conditions relating to it such as its potential size or pricing, to one or more potential investors. During the negotiation phase of a private placement of bonds, SME growth market issuers enter into discussions with a limited set of potential qualified investors (as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council26 ) and negotiate all the contractual terms and conditions of the transaction with those qualified investors. The communication of information in that negotiation phase of a private placement of bonds aims at structuring and completing the entire transaction, and not at gauging the interest of potential investors as regards a pre- defined transaction. Imposing market sounding on private placements of bonds can thusometimes be burdensome and act as a disincentive to enter into discussions for such transactions for both issuers and investors. In order to increase the attraction of private placement of bonds on SME growth markets, those transactions should be excluded from the scope of the market sounding regime, provided that an adequate non-disclosure agreement is in place. _________________ 26 Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12).
Amendment 37 #
Proposal for a regulation
Recital 6
Recital 6
(6) Some liquidity in an issuer’s shares can be achieved through liquidity mechanisms such as market-making arrangements or liquidity contracts. A market-making arrangement involves a contract between the market operator and a third party who commits to maintaining the liquidity in certain shares and benefits from rebates on trading fees in return. A liquidity contract involves a contract between an issuer and a third party who commits to providing liquidity in the shares of the issuer, and on its behalf. To ensure that market integrity is fully preserved, liquidity contracts should be available for all SME growth markets issuers across the Union, subject to a number of conditions. Not all competent authorities have, pursuant to Article 13 of Regulation (EU) No 596/2014, established accepted market practices in relation to liquidity contracts pursuant to Article 13 of Regulation (EU) No 596/2014, which means that not all SME growth market issuers have currently access to liquidity schemes across the Union. That absence of liquidity schemes can be an impediment to the effective development of SME growth markets. It is therefore necessary to create a Union framework that will enable SME growth market issuers to enter into a liquidity contract with a liquidity provider in another Member State in the absence of an accepted market practice established at national level. The Union framework on liquidity contracts for SME growth markets should however not replace, but rather complement, existing or future accepted market practices. Competent authorities should keep the possibility to establish accepted market practices on liquidity contracts to tailor their conditions to local specificities or to extend such agreements to illiquid securities other than SME growth market shares.
Amendment 43 #
Proposal for a regulation
Recital 9
Recital 9
(9) The current less stringent requirements for SME growth markets issuers to produce, in accordance with Article 18(6) of Regulation (EU) No 596/2014, an insider list only upon the request of the competent authority, is of limited practical effect, because those issuers are still subject to ongoing monitoring of the persons who qualify as insiders in the context of ongoing projects. The existing alleviation should therefore be replaced by the possibility for SME growth markets issuers to maintain only a list of permanent insiders, which should include persons and direct family of persons who have regular access to inside information due to their function or position within the issuer. This list should be kept up to date on a yearly basis and be communicated to the competent authority.
Amendment 46 #
Proposal for a regulation
Article 1 – paragraph 1 – point 2
Article 1 – paragraph 1 – point 2
Regulation (EU) No 596/2014
Article 13 – paragraph 12 – subparagraph 2
Article 13 – paragraph 12 – subparagraph 2
The issuer referred to in the first subparagraph of this paragraph shall be able to demonstrate at any time that the conditions under which the contract was established are met on an ongoing basis. That issuer and the investment firm operating the SME growth market shall provide the relevant competent authorities with a copy of the liquidity contract upon their request.
Amendment 49 #
Proposal for a regulation
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Regulation (EU) No 596/2014
Article 17 – paragraph 4
Article 17 – paragraph 4
An issuer whose financial instruments are admitted to trading on an SME growth market and which has decided to delay the public disclosure of inside information shall notify that decision to the competent authority. The explanations for the decision to delay are to be provided tonly upon request of the competent authority specified in accordance with paragraph 3. That competent authority shall not require that issuer to keep a record of that explanation.
Amendment 52 #
Proposal for a regulation
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Regulation (EU) No 596/2014
Article 18 – paragraph 6
Article 18 – paragraph 6
That list shall be provided to the competent authority upon its request.;.
Amendment 53 #
Proposal for a regulation
Article 2 – paragraph -1 (new)
Article 2 – paragraph -1 (new)
Regulation (EU) No 2017/1129
Article 1 – paragraph 4 – point f
Article 1 – paragraph 4 – point f